EXHIBIT 4.3.17B

EXHIBIT 4.3.17B


AMENDMENT #3
TO THE
QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
OF
GENERAL COMMUNICATION, INC.


THIS AMENDMENT is approved and adopted by General Communication, Inc.
(the "Company") on this 26th day of April, 2002.

RECITALS

A. The Company maintains the Qualified Employee Stock Purchase Plan of
General Communication, Inc. (the "Plan").

B. Section 11.6 of the Plan states that "At any time the Company may
amend this Plan and Trust by action of its Board of Directors...";

C. The Board now desires to amend the Plan.

AMENDMENT

NOW THEREFORE, the Board hereby amends the Plan as follows:

1. Section 10.1(d) of the Plan hereby is amended by the addition
of the following new subsection (x), which will read in its
entirety as follows:

(x) 2002 Qualifying Employer Securities Diversification
Right: Notwithstanding any other provision of this
Plan, effective April 30, 2002, each Participant will
be permitted to diversify (direct and change the
investment of) that portion of the Participant's
Account balance that is invested in Qualifying
Employer Securities, in the following manner:

(A) Effective March 31, 2002, an accounting of the
historical cumulative portions of the Participant's
Account balance which were invested in Qualifying
Employer Securities as of March 31, 2002 ("Qualifying
Balances") will be completed.



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(B) Effective April 30, 2002, 25% of the March 31,
2002 Qualifying Balances will be available for
complete investment direction by the Participant
under the terms of this Plan;

(C) Effective April 30, 2003, one-third (33.333%) of
the Qualifying Balances on March 31, 2003 (after the
application of paragraphs (A) above) will be
available for complete investment direction by the
Participant under the terms of this Plan; and

(D) Effective April 30, 2004, 50% of the Qualifying
Balances on March 31, 2004 (after the application of
paragraphs (A) and (B) above) will be available for
complete investment direction by the Participant
under the terms of this Plan; and

(E) Effective April 30, 2005, 100% of the Qualifying
Balances on March 31, 2004 (after application of
paragraphs (A), (B), and (C) above) will be available
for complete investment direction by the Participant
under the terms of this Plan.

The intent of this subsection (x) is to permit Participants
complete investment direction over their Qualifying Balances
determined as of March 31, 2002, by April 30, 2005.

Amounts contributed and invested in Qualifying Employer
Securities after March 31, 2002, will remain subject to the
terms of this Plan, excluding this subsection (x).

2. Any inconsistent provision of the Plan shall be read
consistent with this amendment.

3. Except as amended above, the Company hereby affirms and
readopts each and every other provision of the Plan.

IN WITNESS WHEREOF, the undersigned, being duly authorize by the Board,
has approved this amendment as of the date first set forth above.

General Communication, Inc.

By: /s/
Title: John M. Lowber, SVP and CFO


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